Common use of JSC Meetings Clause in Contracts

JSC Meetings. The JSC will meet at least [**], or more or less frequently as mutually agreed by the Parties, at such times as may be agreed to by the Parties. The JSC will determine its meeting locations, and whether to conduct a meeting in-person, by teleconference, or videoconference. Each Party is responsible for all costs and expenses incurred by it in connection with its participation in the meetings of the JSC. Each Party shall have the right to call a special meeting of the JSC at any time as necessary or desirable to address disputes or other matters within the scope of the JSC’s responsibilities by providing the other Parties with written notice to that effect. The JSC Chairs shall schedule and convene such special JSC meeting as soon as practicable following such notice. Each Party may, from time-to-time and with prior written notice to the JSC members of the other Parties, invite Project Team members and/or others of its employees, consultants or agents to attend relevant portions of a JSC meeting as necessary. The Sponsoring Party shall notify the other Parties in writing in the event that it wishes to invite a Third Party to attend a JSC meeting. Any such notice shall be provided at least [**] business days prior to the relevant JSC meeting and shall identify the relevant Third Party and briefly describe the reasons that the Sponsoring Party wishes to include the Third Party in the meeting. The attendance and participation of such Third Party shall be subject to the prior written consent of the Parties receiving such notice (such consent not to be unreasonably withheld). Any such consent granted by a Party shall be conditioned upon the consultant or contractor being bound by a written confidentiality and non-use agreement that is reasonably acceptable to the consenting Party. In the event the Sponsoring Party requires the attendance of such Third Party at subsequent JSC meetings, approval shall not be required for any Third Party who was previously approved by the other Parties and remains bound by an appropriate written confidentiality and non-use agreement at the time of the Project Team meeting, provided that the Sponsoring Party gives the other Parties prior notice of such attendance and the other Parties do not revoke their consent. The Parties’ respective JSC Chairs (as defined below) shall be responsible for ensuring compliance with the foregoing.

JSC Meetings. The JSC will meet [*] or as otherwise mutually agreed by the Parties (provided, that following dissolution of the JRC, the JSC shall not meet unless (i) there is a Profit-Share Product, or (ii) to resolve a Dispute properly referred to the JSC for resolution by the Joint Patent Committee in accordance with Section 10.6.4 (JPC Decisions)). The location for in-person meetings will alternate between Nurix and Seagen facilities (or such other location as is determined by the JSC). Alternatively, the JSC may meet by means of teleconference, videoconference or other similar means. As appropriate, additional employees or consultants of each Party may from time to time attend the JSC meetings as nonvoting observers; provided, that any such consultant will agree in writing to comply with confidentiality and non-use obligations substantially similar to those under this Agreement; and provided, further, that no Third Party personnel may attend unless otherwise agreed by both Parties and such Third Party is bound by confidentiality and non-use obligations substantially similar to those under this Agreement. Each Party will bear its own expenses related to the attendance of the JSC meetings by its representatives. Each Party may also call for special meetings to resolve particular matters requested by such Party upon at least [**], or more or less frequently as mutually agreed by the Parties, at such times as may be agreed to by the Parties. The JSC will determine its meeting locations, and whether to conduct a meeting in-person, by teleconference, or videoconference. Each Party is responsible for all costs and expenses incurred by it in connection with its participation in the meetings of the JSC. Each Party shall have the right to call a special meeting of the JSC at any time as necessary or desirable to address disputes or other matters within the scope of the JSC’s responsibilities by providing the other Parties with written notice to that effect. The JSC Chairs shall schedule and convene such special JSC meeting as soon as practicable following such notice. Each Party may, from time-to-time and with ] Business Days’ prior written notice to the other Party. Each Party’s respective JSC Co-Chair or their designee will alternate responsibility for preparing reasonably detailed written minutes of each JSC meeting to record all decisions made, action items assigned or completed and other appropriate matters. The JSC Co-Chairs or their respective designees will send meeting minutes to all members of the other Parties, invite Project Team members and/or others of its employees, consultants or agents to attend relevant portions of a JSC meeting as necessary. The Sponsoring Party shall notify the other Parties in writing in the event that it wishes to invite a Third Party to attend a JSC for review promptly after each meeting. Any such notice shall be provided at least Each member will have [**] business days prior Business Days from receipt to comment on and to approve or provide comments to the relevant JSC meeting and shall identify the relevant Third Party and briefly describe the reasons that the Sponsoring Party wishes to include the Third Party in the meeting. The attendance and participation of such Third Party shall be subject to the prior written consent of the Parties receiving such notice minutes (such consent approval not to be unreasonably withheld, conditioned or delayed). Any If a member, within such consent granted time period, does not notify the applicable JSC Co-Chair in writing that they do not approve the minutes, the minutes will be deemed to have been approved by a Party shall be conditioned upon the consultant or contractor being bound by a written confidentiality and nonsuch member. Each Party’s JSC Co-use agreement that is reasonably acceptable to the consenting Party. In the event the Sponsoring Party requires the attendance Chair may designate another staff member of such Third Party at subsequent Party, which could be the Alliance Manager, to coordinate administrative work for the JSC, including sending the written notice of holding JSC meetings, approval shall not be required for any Third Party who was previously approved by creating the other Parties and remains bound by an appropriate written confidentiality and non-use agreement at draft of minutes or distributing the time of the Project Team meeting, provided that the Sponsoring Party gives the other Parties prior notice of such attendance and the other Parties do not revoke their consent. The Parties’ respective JSC Chairs (as defined below) shall be responsible for ensuring compliance with the foregoingminutes.

JSC Meetings. The JSC will meet at least [**]once per calendar year, or more or less frequently as mutually agreed by the Partiesneeded, at such times as may be agreed to by the Parties. The JSC will determine its meeting locations, and whether to conduct a meeting in-person, by teleconference, or videoconference. Each Party is responsible for all costs and expenses incurred by it in connection with its participation in the meetings of the JSC. Each Party shall have the right to call request a special meeting of the JSC at any time as necessary or desirable to address disputes or other matters within the scope of the JSC’s responsibilities by providing the other Parties Party with written notice to that effect. The JSC Chairs Parties shall schedule and convene such special JSC meeting as soon as practicable following such notice. Each Party may, from time-to-time and with prior written notice to the JSC members of the other PartiesParty, invite Project Team members and/or others of its employees, consultants or agents to attend relevant portions of a JSC meeting as necessary. The Sponsoring A Party shall notify the other Parties Party in writing in the event that it wishes to invite a consultant, agent or other Third Party contractor to attend a JSC meeting. Any such notice shall be provided at least [**] five (5) business days prior to the relevant JSC meeting and shall identify the relevant Third Party consultant or contractor, and briefly describe the reasons that the Sponsoring requesting Party wishes to include the Third Party in the meeting. The attendance and participation of such Third Party consultant or contractor shall be subject to the prior written consent of the Parties Party receiving such notice (such consent not to be unreasonably withheld). Any such consent granted by a Party shall be conditioned upon the consultant or contractor being bound by a written confidentiality and non-use agreement that is reasonably acceptable to the consenting Party. In the event the Sponsoring Party requires Notice and approval of the attendance of such a consultant, agent or other Third Party contractor at a subsequent JSC meetings, approval meeting shall not be required for any consultant, agent or other Third Party contractor who was previously approved by the other Parties Party and remains bound by an appropriate written confidentiality and non-use agreement at the time of the Project Team JSC meeting, provided that the Sponsoring Party gives the other Parties prior notice of such attendance and the other Parties do not revoke their consent. The Parties’ Parties respective JSC Co-Chairs (as defined below) shall be responsible for ensuring compliance with the foregoing. Each Party is responsible for all costs and expenses incurred by it in connection with its participation in the meetings of the JSC.

JSC Meetings. The JSC will meet at least semi-annually unless the Parties mutually agree in writing to a different frequency. No later than [**]*] prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or more or less frequently as mutually agreed by the Parties, at such times as may be agreed to by the Parties. The JSC will determine its meeting locations, and whether to conduct a meeting in-person, by teleconference, or videoconference. Each Party is responsible for all costs and expenses incurred by it in connection with its participation in the meetings course of the JSCsuch meeting. Each Either Party shall have the right to may also call a special meeting of the JSC at any time as necessary (by videoconference, teleconference, or desirable to address disputes or other matters within the scope of the JSC’s responsibilities in person) by providing the other Parties with written notice to that effect. The JSC Chairs shall schedule and convene such special JSC meeting as soon as practicable following such notice. Each Party may, from time-to-time and with at least [***] prior written notice to the JSC other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the Alliance Managers to provide the members of the other PartiesJSC, invite Project Team members and/or others no later than [***] prior to the special meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. In addition to any items set forth on the agenda for a meeting of the JSC, at each meeting of the JSC, Neurocrine will provide an update on all activities performed by or on behalf of Neurocrine in connection with the Exploitation of the Licensed Products since the last meeting of the JSC, and evaluate the activities performed against all relevant plans. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least one meeting per Calendar Year will be in person unless the Parties agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by each Party. Each Party will bear the expense of its employees, consultants respective JSC members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least one representative of each Party (which representative is not such Party’s Alliance Manager) is present or agents to attend relevant portions of a JSC meeting as necessaryparticipating in such meeting. The Sponsoring Party shall notify Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the other Parties in writing in the event that it wishes to invite a Third Party to attend a JSC for review and approval within [***] after each JSC meeting. Any Such minutes will be deemed approved unless one or more members of the JSC object to the accuracy of such notice shall be provided at least minutes within [***] business days prior to the relevant JSC meeting and shall identify the relevant Third Party and briefly describe the reasons that the Sponsoring Party wishes to include the Third Party in the meeting. The attendance and participation of such Third Party shall be subject to the prior written consent of the Parties receiving such notice (such consent not to be unreasonably withheld). Any such consent granted by a Party shall be conditioned upon the consultant or contractor being bound by a written confidentiality and non-use agreement that is reasonably acceptable to the consenting Party. In the event the Sponsoring Party requires the attendance of such Third Party at subsequent JSC meetings, approval shall not be required for any Third Party who was previously approved by the other Parties and remains bound by an appropriate written confidentiality and non-use agreement at the time of the Project Team meeting, provided that the Sponsoring Party gives the other Parties prior notice of such attendance and the other Parties do not revoke their consent. The Parties’ respective JSC Chairs (as defined below) shall be responsible for ensuring compliance with the foregoingreceipt.

JSC Meetings. The JSC will meet at least [**]*] unless the Parties mutually agree in writing to a different frequency. No later than [***] prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or more or less frequently as mutually agreed by the Parties, at such times as may be agreed to by the Parties. The JSC will determine its meeting locations, and whether to conduct a meeting in-person, by teleconference, or videoconference. Each Party is responsible for all costs and expenses incurred by it in connection with its participation in the meetings course of the JSCsuch meeting. Each Either Party shall have the right to may also call a special meeting of the JSC at any time as necessary (by videoconference, teleconference, or desirable to address disputes or other matters within the scope of the JSC’s responsibilities in person) by providing the other Parties with written notice to that effect. The JSC Chairs shall schedule and convene such special JSC meeting as soon as practicable following such notice. Each Party may, from time-to-time and with at least [***] prior written notice to the JSC other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the Alliance Managers to provide the members of the other PartiesJSC, invite Project Team members and/or others no later than [***] prior to the special meeting, with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. In addition to any items set forth on the agenda for a meeting of the JSC, at each meeting of the JSC, Takeda will provide an update on all activities performed by or on behalf of Takeda in connection with the Exploitation of the Products since the last meeting of the JSC, and evaluate the activities performed against all relevant plans. The JSC may meet in person, by videoconference or by teleconference. In‑person JSC meetings will be held at agreed locations. Each Party will bear the expense of its employeesrespective JSC members’ participation in JSC meetings. Meetings [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, consultants or agents to attend relevant portions MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. of a the JSC meeting as necessary. The Sponsoring Party shall notify the other Parties in writing in the event that it wishes to invite a Third Party to attend a JSC meeting. Any such notice shall will be provided effective only if at least [***] business days prior to the relevant JSC meeting and shall identify the relevant Third of each Party and briefly describe the reasons that the Sponsoring Party wishes to include the Third Party (which [***] is not such Party’s Alliance Manager) is present or participating in the such meeting. The attendance and participation of such Third Party shall be subject to the prior written consent of the Parties receiving such notice (such consent not to be unreasonably withheld). Any such consent granted by a Party shall be conditioned upon the consultant or contractor being bound by a written confidentiality and non-use agreement that is reasonably acceptable to the consenting Party. In the event the Sponsoring Party requires the attendance of such Third Party at subsequent JSC meetings, approval shall not be required for any Third Party who was previously approved by the other Parties and remains bound by an appropriate written confidentiality and non-use agreement at the time of the Project Team meeting, provided that the Sponsoring Party gives the other Parties prior notice of such attendance and the other Parties do not revoke their consent. The Parties’ respective JSC Chairs (as defined below) shall Alliance Managers will be responsible for ensuring compliance with preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the foregoingJSC for review and approval within [***] after each JSC meeting. Such minutes will be deemed approved unless [***] members of the JSC object to the accuracy of such minutes within [***] of receipt.

JSC Meetings. The JSC will shall meet at least in accordance with a schedule established by mutual written agreement of the Parties no less frequently than once every [...**]*...] until expiration of the Research Program Term. The location for meetings shall alternate between Zymeworks and XXX facilities (or such other location as is determined by the JSC). Alternatively, the JSC may meet by means of teleconference, videoconference or more other similar means. As ____________________________ 42 Competitive Information – Discovery Information. 43 Competitive Information – Other Commercially Sensitive Terms. 44 Competitive Information – Other Commercially Sensitive Terms. appropriate, additional employees or less frequently consultants may from time to time attend the JSC meetings as mutually nonvoting observers, provided that any such consultant shall agree in writing to comply with the confidentiality obligations substantially similar to those under this Agreement; and provided further that no Third Party personnel may attend unless otherwise agreed by the both Parties, at such times as may be agreed to by the Parties. The JSC will determine its meeting locations, and whether to conduct a meeting in-person, by teleconference, or videoconference. Each Party is responsible for all costs and expenses incurred by it in connection with its participation in the meetings of the JSC. Each Party shall have bear its own expenses related to the right to call a special meeting attendance of the JSC at any time as necessary or desirable to address disputes or other matters within the scope of the JSC’s responsibilities meetings by providing the other Parties with written notice to that effect. The JSC Chairs shall schedule and convene such special JSC meeting as soon as practicable following such noticeits representatives. Each Party may, from time-to-time and with may also call for special meetings to resolve particular matters requested by such Party upon [...***...] prior written notice to the other Party. The JSC Chair or his/her designee shall keep minutes of each JSC meeting that records in writing all decisions made, action items assigned or completed and other appropriate matters. The JSC Chair or his/her designee shall send meeting minutes to all members of the other Parties, invite Project Team members and/or others of its employees, consultants or agents to attend relevant portions of JSC promptly after a JSC meeting as necessaryfor review. The Sponsoring Party Each member shall notify the other Parties in writing in the event that it wishes to invite a Third Party to attend a JSC meeting. Any such notice shall be provided at least have [...***...] business days prior from receipt in which to comment on and to approve/provide comments to the relevant JSC meeting and shall identify the relevant Third Party and briefly describe the reasons that the Sponsoring Party wishes to include the Third Party in the meeting. The attendance and participation of such Third Party shall be subject to the prior written consent of the Parties receiving such notice minutes (such consent approval not to be unreasonably withheld, conditioned or delayed). Any If a member, within such consent granted by a Party time period, does not notify the JSC Chair that s/he does not approve of the minutes, the minutes shall be conditioned upon the consultant or contractor being bound deemed to have been approved by a written confidentiality and non-use agreement that is reasonably acceptable to the consenting such member. Each Party. In the event the Sponsoring Party requires the attendance ’s JSC members may designate another staff member of such Third Party at subsequent JSC meetingsParty, approval shall not which could be required for any Third Party the Alliance Manager, who was previously approved by will coordinate the other Parties and remains bound by an appropriate written confidentiality and non-use agreement at administrative work surrounding JSC, including sending the time of the Project Team meeting, provided that the Sponsoring Party gives the other Parties prior notice of such attendance and holding JSC, creating the other Parties do not revoke their consentdraft of minutes, or distributing the minutes. The Parties’ respective JSC Chairs (as defined below) shall be responsible for ensuring compliance with the foregoing.45

JSC Meetings. The JSC will shall meet at least in accordance with a schedule established by mutual written agreement of the Parties no less frequently than [***]. The JSC shall meet by means of teleconference, videoconference or more or less frequently as mutually agreed by the Partiesother similar virtual means, at such times as may be unless if otherwise agreed to by the Parties. The JSC will determine its meeting locationsAs appropriate, and whether to conduct a meeting in-personadditional employees, by teleconferenceconsultants, or videoconference. Each counsel of each Party is responsible for all costs may from time to time attend the JSC meetings as nonvoting observers; provided, that any such consultant, if not already bound by fiduciary obligations, shall agree in writing to comply with the confidentiality obligations substantially similar to those under this Agreement; and expenses incurred provided, further, that no Third Party personnel may attend unless otherwise agreed by it in connection with its participation in both Parties or otherwise reasonably necessary to facilitate discussion between the meetings of the JSCParties. Each Party shall have bear its own expenses related to the right to call a special meeting attendance of the JSC at any time as necessary or desirable to address disputes or other matters within the scope of the JSC’s responsibilities meetings by providing the other Parties with written notice to that effect. The JSC Chairs shall schedule and convene such special JSC meeting as soon as practicable following such noticeits representatives. Each Party may, from time-to-time and with may also call for special meetings to resolve particular matters requested by such Party upon ten (10) Business Days’ prior written notice to the other Party. The applicable JSC Co-Chair or his/her designee shall keep minutes of each JSC meeting that record in writing all decisions made, action items assigned or completed and other appropriate matters. The applicable JSC Co-Chair or his/her designee shall send meeting minutes to all members of the other Parties, invite Project Team members and/or others of its employees, consultants or agents to attend relevant portions of JSC promptly after a JSC meeting as necessaryfor review. The Sponsoring Party Each member shall notify the other Parties in writing in the event that it wishes to invite a Third Party to attend a JSC meeting. Any such notice shall be provided at least [**] have five (5) business days prior from receipt in which to comment on and to approve/provide comments to the relevant JSC meeting and shall identify the relevant Third Party and briefly describe the reasons that the Sponsoring Party wishes to include the Third Party in the meeting. The attendance and participation of such Third Party shall be subject to the prior written consent of the Parties receiving such notice minutes (such consent approval not to be unreasonably withheld, conditioned or delayed). Any If a member, within such consent granted by a Party time period, does not notify the applicable JSC Co-Chair that s/he does not approve of the minutes, the minutes shall be conditioned upon the consultant or contractor being bound deemed to have been approved by a written confidentiality and non-use agreement that is reasonably acceptable to the consenting such member. Each Party. In the event the Sponsoring Party requires the attendance ’s JSC members may designate another staff member of such Third Party at subsequent Party, who will coordinate the administrative work surrounding JSC, including sending the notice of holding JSC meetings, approval shall not be required for any Third Party who was previously approved by creating the other Parties and remains bound by an appropriate written confidentiality and non-use agreement at draft of minutes, or distributing the time of the Project Team meeting, provided that the Sponsoring Party gives the other Parties prior notice of such attendance and the other Parties do not revoke their consent. The Parties’ respective JSC Chairs (as defined below) shall be responsible for ensuring compliance with the foregoingminutes.

JSC Meetings. The JSC will meet at least [**], or more or less frequently as mutually agreed by one time per calendar quarter during the Parties, at Term unless the Parties agree in writing to a different frequency for such times as may be agreed meetings. No later than five Business Days prior to by the Parties. The JSC will determine its any meeting locations, and whether to conduct a meeting in-person, by teleconference, or videoconference. Each Party is responsible for all costs and expenses incurred by it in connection with its participation in the meetings of the JSC, the chairperson or the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Each Either Party shall have the right to may also call a special meeting of the JSC at any time as necessary (by videoconference, teleconference, or desirable to address disputes or other matters within the scope of the JSC’s responsibilities in person) by providing the other Parties with written notice to that effect. The JSC Chairs shall schedule and convene such special JSC meeting as soon as practicable following such notice. Each Party may, from time-to-time and with at least five Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Alliance Managers of both Parties to provide the members of the other PartiesJSC no later than two Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The JSC may meet in person, invite Project Team members and/or others by videoconference or by teleconference. Notwithstanding the foregoing, at least one meeting per calendar year will be in person in the U.S. unless the Parties agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by LMI and by GEHC. Each Party will bear the expense of its employees, consultants respective members’ participation in JSC meetings. Meetings of the JSC will be effective only if at least one representative of each Party is present or agents to attend relevant portions of a JSC meeting as necessaryparticipating in such meeting. The Sponsoring Party shall notify chair, or their designee, will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect, without limitation, material decisions made and action items identified at such meetings. The chair, or their designee, will send draft meeting minutes to each member of the other Parties in writing in the event that it wishes to invite JSC for review and approval within a Third Party to attend a reasonable time period after each JSC meeting. Any Such minutes will be deemed approved unless one or more members of the JSC object to the accuracy of such notice shall be provided at least [**] business days minutes prior to the relevant JSC meeting and shall identify the relevant Third Party and briefly describe the reasons that the Sponsoring Party wishes to include the Third Party in the next meeting. The attendance and participation Minutes will be officially approved by each Committee at the next meeting of such Third Party shall be subject to the prior written consent of the Parties receiving such notice (such consent not to be unreasonably withheld). Any such consent granted by a Party shall be conditioned upon the consultant or contractor being bound by a written confidentiality and non-use agreement that is reasonably acceptable to the consenting Party. In the event the Sponsoring Party requires the attendance of such Third Party at subsequent JSC meetings, approval shall not be required for any Third Party who was previously approved by the other Parties and remains bound by an appropriate written confidentiality and non-use agreement at the time of the Project Team meeting, provided that the Sponsoring Party gives the other Parties prior notice of such attendance and the other Parties do not revoke their consent. The Parties’ respective JSC Chairs (as defined below) shall be responsible for ensuring compliance with the foregoingCommittee.

JSC Meetings. The JSC will meet at least [**]*] unless the Parties mutually agree in writing to a different frequency. No later than [***] Business Days prior to any meeting of the JSC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or more or less frequently as mutually agreed by the Parties, at such times as may be agreed to by the Parties. The JSC will determine its meeting locations, and whether to conduct a meeting in-person, by teleconference, or videoconference. Each Party is responsible for all costs and expenses incurred by it in connection with its participation in the meetings course of the JSCsuch meeting. Each Either Party shall have the right to may also call a special meeting of the JSC at any time as necessary (by videoconference, teleconference, or desirable to address disputes or other matters within the scope of the JSC’s responsibilities in person) by providing the other Parties with written notice to that effect. The JSC Chairs shall schedule and convene such special JSC meeting as soon as practicable following such notice. Each Party may, from time-to-time and with at least [***] Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the chairperson of the JSC and the Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Alliance Managers to provide the members of the other Parties, invite Project Team members and/or others of its employees, consultants or agents JSC no later than [***] Business Day prior to attend relevant portions of a JSC the special meeting as necessarywith an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be considered. The Sponsoring Party shall notify JSC may meet in person, by videoconference or by teleconference. Notwithstanding the other Parties in writing in the event that it wishes to invite a Third Party to attend a JSC meeting. Any such notice shall be provided foregoing, at least [***] business days prior will be in person unless the Parties agree in writing to waive such requirement. In‑person JSC meetings will be held at locations alternately selected by each Party. Each Party will bear the relevant expense of its respective JSC meeting and shall identify members’ participation in JSC meetings. Meetings of the relevant Third Party and briefly describe the reasons that the Sponsoring Party wishes to include the Third Party JSC will be effective only if at least [***] is present or participating in the such meeting. The attendance and participation of such Third Party shall be subject to the prior written consent of the Parties receiving such notice (such consent not to be unreasonably withheld). Any such consent granted by a Party shall be conditioned upon the consultant or contractor being bound by a written confidentiality and non-use agreement that is reasonably acceptable to the consenting Party. In the event the Sponsoring Party requires the attendance of such Third Party at subsequent JSC meetings, approval shall not be required for any Third Party who was previously approved by the other Parties and remains bound by an appropriate written confidentiality and non-use agreement at the time of the Project Team meeting, provided that the Sponsoring Party gives the other Parties prior notice of such attendance and the other Parties do not revoke their consent. The Parties’ respective JSC Chairs (as defined below) shall Alliance Managers will be responsible for ensuring compliance with preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the foregoingJSC for review and approval within [***] days after each JSC meeting. Such minutes will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within [***] Business Days of receipt.